Common use of Allocations and Prorations Clause in Contracts

Allocations and Prorations. 3.3.1 Subject to the terms and conditions of the Time Brokerage Agreement, the business and the operations of the Stations and the income and expenses attributable thereto through 12:01 a.m. on the Closing Date (the "Effective Time") shall be for the account of Seller and thereafter shall be for -------------- the account of Buyer. Expenses for goods and services received both before and after the Effective Time, utilities charges, ad valorem, real estate, property and other Taxes (other than income Taxes, which shall be Seller's sole responsibility for all taxable periods ending prior to and including the Effective Time, and those Taxes arising from the sale and transfer of the Stations Assets, which, in the case of transfer and other similar Taxes, shall be paid as set forth in Section 15.2), income and expenses under the ------------ Contracts (other than Trade Agreements), prepaid expenses, music and other license fees (including any retroactive adjustments thereof), and rents and similar prepaid and deferred items shall be prorated between Seller and Buyer in accordance with the foregoing. Notwithstanding the foregoing, no proration shall be made with respect to any prepaid expense or other deferred item unless Buyer will receive a benefit in respect of such prepayment or deferral after the Effective Time. For purposes of this Section 3.3.1, ad valorem and other real ------------- estate Taxes shall be apportioned on the basis of the Taxes assessed for the most recently-completed calendar year, with a reapportionment as promptly as practicable after the Tax rates and real property valuations for the calendar year in which the Closing occurs can be ascertained. Notwithstanding anything in this Section 3.3.1 to the contrary, no proration will be made hereunder with ------------- respect to any item accounted for pursuant to Section 3.1(b). -------------- 3.3.2 Allocation and proration of the items set forth in Section 3.3.1 ------------- shall be made by Buyer and a statement thereof shall be given to Seller within thirty (30) days after the Closing Date. Seller shall give written notice of any objection to such statement within twenty (20) business days after receipt of such statement, detailing the reason for such objection and stating the amount of Seller's proposed final allocation and proration. If a timely objection is made and the parties cannot reach agreement within thirty (30) days after receipt of the objection as to the amount of the final allocation and proration, the matter shall be referred to the Canton, Ohio office of Ernst & Young, LLP (the "Independent Auditor") to resolve the matter, whose decision will be final ------------------- and binding on the parties, and whose fees and expenses shall be borne by Buyer and Seller in accordance with the following: each party shall pay an amount equal to the sum of all fees and expenses of the Independent Auditor on a proportional basis taking into account the amount of the net allocation and proration proposed by each of Buyer and Seller and the amount of the final allocation and proration determined by the Independent Auditor (for example, if Buyer proposed a payment of $10 to Seller, Seller proposed a payment of $100, and the Independent Auditor proposed a payment of $30, Buyer would pay 20/90ths of the Independent Auditor's fees and Seller would pay 70/90ths of those fees based on the $90 in dispute between the parties). For the purposes of this Agreement, "business day" shall mean any day other than a Saturday, a Sunday or ------------ a day on which banking institutions in Canton, Ohio are not required to be open.

Allocations and Prorations. 3.3.1 Subject to the terms and conditions of the Time Brokerage Agreement, the The business and the operations of the Stations and the income and expenses attributable thereto through 12:01 a.m. 11:59 p.m. on the Closing Date (the "Effective Time") shall be for the account of Seller and thereafter shall be for -------------- the account of Buyer. Expenses for goods and services received both before and after the Effective Time, utilities charges, ad valorem, real estate, property and other Taxes (other than income Taxes, which shall be Seller's sole responsibility for all taxable periods ending prior to and including the Effective Time, and those Taxes arising from the sale and transfer of the Stations Station Assets, which, in the case of transfer and other similar Taxes, shall be paid as set forth in Section 15.214.2), income and expenses under the ------------ Contracts (other than Trade Agreements), prepaid expenses, music and other license fees (including any retroactive adjustments thereof), wages, salaries, and other employee benefit expenses (whether such wages, salaries or benefits are current or deferred expenses, including, without limitation, liabilities accrued up to the Effective Time for bonuses, commissions, vacation pay, payroll Taxes, workers' compensation and social security Taxes) and rents and similar prepaid and deferred items shall be prorated between Seller and Buyer in accordance with the foregoing. Notwithstanding the foregoing, no proration shall be made with respect to (a) severance or sick leave with respect to any employee on or prior to the Closing or (b) any prepaid expense or other deferred item unless Buyer will receive a benefit in respect of such prepayment or deferral after the Effective Time. For purposes of this Section 3.3.1, ad valorem and other real ------------- estate Taxes shall be apportioned on the basis of the Taxes assessed for the most recently-recently completed calendar year, with a reapportionment as promptly as practicable after the Tax rates and real property valuations for the calendar year in which the Closing occurs can be ascertained. Notwithstanding anything In addition, Buyer shall be entitled to a credit, if any, in this Section 3.3.1 proration process for the amount of any Taxes (or other governmental charges) that are due and payable by Seller, but are being contested by Seller in good faith in appropriate proceedings and are secured by Liens, if any, on the Station Assets and such Liens have not been removed on or prior to the contraryClosing (but once such amounts are finally determined, no proration will be made hereunder with ------------- respect Buyer shall use such credit to any item accounted for pursuant remove such Liens and return to Section 3.1(bSeller the excess of (i) the amount of such credit minus (ii) the amount of such Taxes or other governmental charges as finally determined, or Seller shall pay to Buyer the deficiency, as appropriate). --------------. 3.3.2 Allocation and proration of the items set forth in Section Subsection 3.3.1 ------------- shall be made by Buyer and a statement thereof shall be given to Seller within thirty ninety (3090) days after the Closing Date. Seller shall give written notice of any objection to such statement thereto within twenty (20) business days after receipt delivery of such statement, detailing the reason for such objection and stating the amount of Seller's proposed final allocation and proration. If a timely objection is made and the parties cannot reach agreement within thirty (30) days after receipt of the objection as to the amount of the final allocation and proration, the matter shall be referred to the CantonPrice Waterhouse Coopers, Ohio office of Ernst & Young, LLP L.L.P. (the "Independent Auditor") to resolve the matter, whose decision will be final ------------------- and binding on the parties, and whose fees and expenses shall be borne by Buyer and Seller in accordance with the following: each party shall pay an amount equal to the sum of all fees and expenses of the Independent Auditor on a proportional basis taking into account the amount of the net allocation and proration proposed by each of Buyer and Seller and the amount of the final allocation and proration determined by the Independent Auditor (for example, if Buyer proposed a payment of $10 to Seller, Seller proposed a payment of $100, and the Independent Auditor proposed a payment of $30, Buyer would pay 20/90ths of the Independent Auditor's fees and Seller would pay 70/90ths of those fees based on the $90 in dispute between the parties). For Within five business days following a final determination hereunder, the purposes of this Agreement, "business day" shall mean any day other than a Saturday, a Sunday or ------------ a day on which banking institutions in Canton, Ohio are not required party obligated to make payment will make the payments determined to be opendue and owing in accordance with this Section 3.3. 3.3.3 All prorations shall be made in a manner that does not affect the economic arrangements set out in the Time Brokerage Agreement entered into pursuant to Section 10.7 hereof (the "TBA"). The prorations for any and all Contracts shall be calculated as of 12:01 a.m. on the TBA Commencement Date, as defined in the TBA.

Allocations and Prorations. 3.3.1 Subject to the terms and conditions of the Time Brokerage Agreement, the business and the operations The operation of the Stations and the income and expenses attributable thereto through 12:01 a.m. 11:59 p.m. on the Closing Date (the "Effective Time") shall be for the account of Seller and thereafter shall be for -------------- the account of Buyer. Expenses for goods and services received both before and after the Effective Time, utilities charges, ad valorem, real estate, property and other Taxes taxes (other than income Taxestaxes, which shall be Seller's sole responsibility for all taxable periods ending prior to and including the Effective TimeClosing Date, and those Taxes taxes arising from the sale and transfer of the Stations Station Assets, which, in the case of transfer and other similar Taxes, which shall be paid as set forth in Section 15.213.2), income and expenses under the ------------ Contracts (other than Trade Agreements), prepaid expenses, music and other license fees (including any retroactive adjustments thereof), wages, salaries, and other employee benefit expenses (whether such wages, salaries or benefits are current or deferred expenses) (including, without limitation, liabilities accrued up to the Effective Time for bonuses, commissions, vacation pay, payroll taxes, workers' compensation and social security taxes) and rents and similar prepaid and deferred items shall be prorated between Seller and Buyer in accordance with the foregoingfirst sentence of this Section. Notwithstanding the foregoing, no proration shall be made with respect to (i) severance or sick leave with respect to any employee or (ii) any prepaid expense or other deferred item unless Buyer will receive a benefit in respect of such prepayment or deferral after the Effective Time. For purposes of this Section 3.3.1, ad valorem and other real ------------- estate Taxes taxes shall be apportioned on the basis of the Taxes taxes assessed for the most recently-completed calendar year, with a reapportionment as promptly as practicable after the Tax tax rates and real property valuations for the calendar year in which the Closing occurs can be ascertained. Notwithstanding anything In addition, Buyer shall be entitled to a credit in this Section 3.3.1 proration process for the amount of any taxes (or other governmental charges) that are due and payable by Seller, but are being contested by Seller in good faith in appropriate proceedings and are secured by Liens on the Station Assets that have not been removed as of or before the Closing (but once such amounts are finally determined, Seller shall pay the amount determined and Buyer shall return to Seller the contraryamount credited to Buyer or, no proration will be made hereunder with ------------- respect in the event that Seller fails to any item accounted for pursuant pay the amount determined, Buyer shall use such credit to Section 3.1(bremove such liens and return to Seller the excess of (i) the amount of such credit minus (ii) the ----- amount of such taxes or other governmental charges as finally determined, or Seller shall pay to Buyer the deficiency, as appropriate). --------------. 3.3.2 Allocation and proration of the items set forth in Section Subsection 3.3.1 ------------- above and Subsection 3.3.3 below, shall be made by Buyer and a statement thereof shall be given to Seller within thirty (30) days after the Closing Date. Seller shall give written notice of any objection to such statement thereto within twenty (20) business days after receipt delivery of such statement, detailing the reason for such objection and stating the amount of Seller's the proposed final allocation and proration. If a timely objection is made and the parties cannot reach agreement within thirty (30) days after receipt of the objection as to the amount of the final allocation and proration, the matter shall be referred to the CantonXxxxxx Xxxxxxxx, Ohio office of Ernst & Young, LLP L.L.P. (the "Independent Auditor") to resolve the matter, whose decision will be final ------------------- and binding on the parties, and whose fees and expenses shall be borne by Buyer and Seller in accordance with the following: each party shall pay an amount equal to the sum of all fees and expenses of the Independent Auditor on a proportional basis taking into account the amount of the net allocation and proration proposed by each of Buyer and Seller and the amount of the final allocation and proration determined by the Independent Auditor (for example, if Buyer proposed a payment of $10 to Seller, Seller proposed a payment of $100, and the Independent Auditor proposed a payment of $30, Buyer would pay 20/90ths of the Independent Auditor's fees and Seller would pay 70/90ths of those fees based on the $90 in dispute between the parties). For Within five business days following a final determination hereunder, the purposes of this Agreement, "business day" shall mean any day other than a Saturday, a Sunday or ------------ a day on which banking institutions in Canton, Ohio are not required party obligated to make payment will make the payments determined to be opendue and owing in accordance with this Section 3.3.

Allocations and Prorations. 3.3.1 Subject to the terms WILN TBA and conditions Seller's assignment and Buyer's assumption of the Time Brokerage AgreementWYYX TBA as set forth in Section 10.9, the business and the operations operation of the Stations and the income and expenses attributable thereto through 12:01 a.m. 11:59 p.m. on the Closing Date (the "Effective Time") shall be for the account of Seller and thereafter shall be for -------------- the account of Buyer. Expenses for goods and services received both before and after the Effective Time, utilities charges, ad valorem, real estate, property and other Taxes taxes (other than income Taxestaxes, which shall be Seller's sole responsibility for all taxable periods ending prior to and including the Effective TimeClosing Date, and those Taxes taxes arising from the sale and transfer of the Stations Station Assets, which, in the case of transfer and other similar Taxes, which shall be paid as set forth in Section 15.213.2), income and expenses under the ------------ Contracts (other than Trade Agreements), prepaid expenses, music and other license fees (including any retroactive adjustments thereof), wages, salaries, and other employee benefit expenses (whether such wages, salaries or benefits are current or deferred expenses) (including, without limitation, liabilities accrued up to the Effective Time for bonuses, commissions, vacation pay, payroll taxes, workers' compensation and social security taxes) and rents and similar prepaid and deferred items shall be prorated between Seller and Buyer in accordance with the foregoing. Notwithstanding the foregoing, no proration shall be made with respect to (i) severance or sick leave with respect to any employee or (ii) any prepaid expense or other deferred item unless Buyer will receive a benefit in respect of such prepayment or deferral after the Effective Time. For purposes of this Section 3.3.1, ad valorem and other real ------------- estate Taxes taxes shall be apportioned on the basis of the Taxes taxes assessed for the most recently-completed calendar year, with a reapportionment as promptly as practicable after the Tax tax rates and real property valuations for the calendar year in which the Closing occurs can be ascertained. Notwithstanding anything In addition, Buyer shall be entitled to a credit in this Section 3.3.1 proration process for the amount of any taxes (or other governmental charges) that are due and payable by Seller, but are being contested by Seller in good faith in appropriate proceedings and are secured by Liens on the Station Assets that have not been removed as of or before the Closing (but once such amounts are finally determined, Buyer shall use such credit to remove such liens and return to the contraryexcess of (i) the amount of such credit minus (ii) the amount of ----- such taxes or other governmental charges as finally determined, no proration will be made hereunder with ------------- respect or Seller shall pay to any item accounted for pursuant to Section 3.1(bBuyer the deficiency, as appropriate). --------------. 3.3.2 Allocation and proration of the items set forth in Section Subsection 3.3.1 ------------- above shall be made by Buyer and a statement thereof shall be given to Seller within thirty (30) days after the Closing Date. Seller shall give written notice of any objection to such statement thereto within twenty (20) business days after receipt delivery of such statement, detailing the reason for such objection and stating the amount of Seller's the proposed final allocation and proration. If a timely objection is made and the parties cannot reach agreement within thirty (30) days after receipt of the objection as to the amount of the final allocation and proration, the matter shall be referred to the CantonXxxxxx Xxxxxxxx, Ohio office of Ernst & Young, LLP L.L.P. (the "Independent Auditor") to resolve the matter, whose decision will be final ------------------- and binding on the parties, and whose fees and expenses shall be borne by Buyer and Seller in accordance with the following: each party shall pay an amount equal to the sum of all fees and expenses of the Independent Auditor on a proportional basis taking into account the amount of the net allocation and proration proposed by each of Buyer and Seller and the amount of the final allocation and proration determined by the Independent Auditor (for example, if Buyer proposed a payment of $10 to Seller, Seller proposed a payment of $100, and the Independent Auditor proposed a payment of $30, Buyer would pay 20/90ths of the Independent Auditor's fees and Seller would pay 70/90ths of those fees based on the $90 in dispute between the parties). For the purposes of this Agreement, "business day" shall mean any day other than a Saturday, a Sunday or ------------ a day on which banking institutions in Canton, Ohio are not required to be open.

Allocations and Prorations. 3.3.1 Subject to the terms and conditions of the Time Brokerage Agreement, the business and the operations The operation of the Stations and the income and expenses attributable thereto through 12:01 a.m. 11:59 p.m. on the Closing Date (the "Effective Time") shall be for the account of Seller and thereafter shall be for -------------- the account of Buyer. Expenses for goods and services received both before and after the Effective Time, utilities charges, ad valorem, real estate, property and other Taxes taxes (other than income Taxestaxes, which shall be Seller's sole responsibility for all taxable periods ending prior to and including the Effective TimeClosing Date, and those Taxes taxes arising from the sale and transfer of the Stations Station Assets, which, in the case of transfer and other similar Taxes, which shall be paid as set forth in Section 15.213.2), income and expenses under the ------------ Contracts (other than Trade Agreements), prepaid expenses, music and other license fees (including any retroactive adjustments thereof), wages, salaries, and other employee benefit expenses (whether such wages, salaries or benefits are current or deferred expenses) (including, without limitation, liabilities accrued up to the Effective Time for bonuses, commissions, vacation pay, payroll taxes, workers' compensation and social security taxes) and rents and similar prepaid and deferred items shall be prorated between Seller and Buyer in accordance with the foregoing. Notwithstanding the foregoing, no proration shall be made with respect to (i) severance or sick leave with respect to any employee or (ii) any prepaid expense or other deferred item unless Buyer will receive a benefit in respect of such prepayment or deferral after the Effective Time. For purposes of this Section 3.3.1, ad valorem and other real ------------- estate Taxes taxes shall be apportioned on the basis of the Taxes taxes assessed for the most recently-recently- completed calendar year, with a reapportionment as promptly as practicable after the Tax tax rates and real property valuations for the calendar year in which the Closing occurs can be ascertained. Notwithstanding anything In addition, Buyer shall be entitled to a credit in this Section 3.3.1 proration process for the amount of any taxes (or other governmental charges) that are due and payable by Seller, but are being contested by Seller in good faith in appropriate proceedings and are secured by Liens on the Station Assets that have not been removed as of or before the Closing (but once such amounts are finally determined, Buyer shall use such credit to remove such liens and return to the contraryexcess of (i) the amount of such credit minus (ii) the amount ----- of such taxes or other governmental charges as finally determined, no proration will be made hereunder with ------------- respect or Seller shall pay to any item accounted for pursuant to Section 3.1(bBuyer the deficiency, as appropriate). --------------. 3.3.2 Allocation and proration of the items set forth in Section Subsection 3.3.1 ------------- above shall be made by Buyer and a statement thereof shall be given to Seller within thirty (30) days after the Closing Date. Seller shall give written notice of any objection to such statement thereto within twenty (20) business days after receipt delivery of such statement, detailing the reason for such objection and stating the amount of Seller's the proposed final allocation and proration. If a timely objection is made and the parties cannot reach agreement within thirty (30) days after receipt of the objection as to the amount of the final allocation and proration, the matter shall be referred to the CantonArthur Andersen, Ohio office of Ernst & Young, LLP L.L.P. (the "Independent Auditor") to resolve the mattermxxxxx, whose decision xxxxx xxcision will be final ------------------- and binding on the parties, and whose fees and expenses shall be borne equally by Buyer and Seller in accordance with the following: each party shall pay an amount equal to the sum of all fees and expenses of the Independent Auditor on a proportional basis taking into account the amount of the net allocation and proration proposed by each of Buyer and Seller and the amount of the final allocation and proration determined by the Independent Auditor (for example, if Buyer proposed a payment of $10 to Seller, Seller proposed a payment of $100, and the Independent Auditor proposed a payment of $30, Buyer would pay 20/90ths of the Independent Auditor's fees and Seller would pay 70/90ths of those fees based on the $90 in dispute between the parties). For the purposes of this Agreement, "business day" shall mean any day other than a Saturday, a Sunday or ------------ a day on which banking institutions in Canton, Ohio are not required to be open.

Allocations and Prorations. 3.3.1 Subject to the terms and conditions of the Time Brokerage Agreement, the business and the operations The operation of the Stations and the income and expenses attributable thereto through 12:01 a.m. 11:59 p.m. on the Closing Date (the "Effective Time") shall be for the account of Seller Sellers and thereafter shall be for -------------- the account of Buyer. Expenses for goods and services received both before and after the Effective Time, utilities charges, ad valorem, real estate, property and other Taxes taxes (other than income Taxestaxes, which shall be Seller's Sellers' sole responsibility for all taxable periods ending prior to and including the Effective TimeClosing Date, and those Taxes taxes arising from the sale and transfer of the Stations Station Assets, which, in the case of transfer and other similar Taxes, which shall be paid as set forth in Section 15.213.2), income and expenses under the ------------ Contracts (other than Trade Agreements), prepaid expenses, music and other license fees (including any retroactive adjustments thereof), wages, salaries, and other employee benefit expenses (whether such wages, salaries or benefits are current or deferred expenses) (including, without limitation, liabilities accrued up to the Effective Time for bonuses, commissions, vacation pay, payroll taxes, workers' compensation and social security taxes) and rents and similar prepaid and deferred items shall be prorated between Seller Sellers and Buyer in accordance with the foregoing. Notwithstanding the foregoing, no proration shall be made with respect to (i) severance or sick leave with respect to any employee or (ii) any prepaid expense or other deferred item unless Buyer will receive a benefit in respect of such prepayment or deferral after the Effective Time. For purposes of this Section 3.3.1, ad valorem and other real ------------- estate Taxes taxes shall be apportioned on the basis of the Taxes taxes assessed for the most recently-recently completed calendar year, with a reapportionment as promptly as practicable after the Tax tax rates and real property valuations for the calendar year in which the Closing occurs can be ascertained. Notwithstanding anything In addition, Buyer shall be entitled to a credit in this Section 3.3.1 proration process for the amount of any taxes (or other governmental charges) that are due and payable by Sellers, but are being contested by Sellers in good faith in appropriate proceedings and are secured by Liens on the Station Assets that have not been removed as of or before the Closing (but once such amounts are finally determined, Buyer shall use such credit to remove such liens and return to Sellers the contraryexcess of (i) the amount of such credit minus (ii) the ----- amount of such taxes or other governmental charges as finally determined, no proration will be made hereunder with ------------- respect or Sellers shall pay to any item accounted for pursuant to Section 3.1(bBuyer the deficiency, as appropriate). --------------. 3.3.2 Allocation and proration of the items set forth in Section Subsection 3.3.1 ------------- above shall be made by Buyer and a statement thereof shall be given to Seller within thirty (30) days after Sellers prior to the Closing Date. Seller Sellers shall give written notice of any objection to such statement thereto within twenty (20) business days after receipt delivery of such statement, detailing the reason for such objection and stating the amount of Seller's the proposed final allocation and proration. If a timely objection is made and the parties cannot reach agreement within thirty (30) days after receipt of the objection as to the amount of the final allocation and proration, the matter shall be referred to the CantonXxxxxx Xxxxxxxx, Ohio office of Ernst & Young, LLP L.L.P. (the "Independent Auditor") to resolve the matter, whose decision will be final ------------------- and binding on the parties, and whose fees and expenses shall be borne by Buyer and Seller Sellers in accordance with the following: each party shall pay an amount equal to the sum of all fees and expenses of the Independent Auditor on a proportional basis taking into account the amount of the net allocation and proration proposed by each of Buyer and Seller Sellers and the amount of the final allocation and proration determined by the Independent Auditor (for example, if Buyer proposed a payment of $10 to SellerSellers, Seller Sellers proposed a payment of $100, and the Independent Auditor proposed a payment of $30, Buyer would pay 20/90ths of the Independent Auditor's fees and Seller Sellers would pay 70/90ths of those fees based on the $90 in dispute between the parties). For Within five business days following a final determination hereunder, the purposes of this Agreement, "business day" shall mean any day other than a Saturday, a Sunday or ------------ a day on which banking institutions in Canton, Ohio are not required party obligated to make payment will make the payments determined to be opendue and owing in accordance with this Section 3.3.

Allocations and Prorations. 3.3.1 Subject to the terms and conditions The operation of the Time Brokerage Agreement, the business and the operations of the Stations Station and the income and expenses attributable thereto through 12:01 a.m. on the Closing Date (the "Effective Time") Time shall be for the account of Seller and thereafter shall be for -------------- the account of Buyer. Expenses for goods and services received both before and after the Effective Time, utilities charges, ad valorem, real estate, property and other Taxes (other than income Taxes, which shall be Seller's sole responsibility for all taxable periods ending prior to and including the Effective Time, and those Taxes arising from the sale and transfer of the Stations Station Assets, which, in the case of transfer and other similar Taxes, shall be paid as set forth in Section 15.213.2), income and expenses under the ------------ Contracts (other than Trade Agreements), prepaid expenses, music and other license fees (including any retroactive adjustments thereof), and rents and similar prepaid and deferred items shall be prorated between Seller and Buyer in accordance with the foregoing. Notwithstanding the foregoing, no proration shall be made with respect to any prepaid expense or other deferred item unless Buyer will receive a benefit in respect of such prepayment or deferral after the Effective Time. For purposes of this Section 3.3.1, ad valorem and other real ------------- estate Taxes shall be apportioned on the basis of the Taxes assessed for the most recently-completed calendar year, with a reapportionment as promptly as practicable after the Tax rates and real property valuations for the calendar year in which the Closing occurs can be ascertained. Notwithstanding anything In addition, Buyer shall be entitled to a credit in this Section 3.3.1 proration process for the amount of any Taxes (or other governmental charges) that are due and payable by Seller, but are being contested by Seller in good faith in appropriate proceedings and are secured by Liens on the Station Assets that have not been removed as of or before the Closing (but once such amounts are finally determined, Buyer shall use such credit to remove such liens and return to Seller the contraryexcess of (i) the amount of such credit minus (ii) the amount of such Taxes or other governmental charges as finally determined, no proration will be made hereunder with ------------- respect or Seller shall pay to any item accounted for pursuant to Section 3.1(bBuyer the deficiency, as appropriate). --------------. 3.3.2 Allocation and proration of the items set forth in Section Subsection 3.3.1 ------------- above shall be made by Buyer and a statement thereof shall be given to Seller within thirty (30) days after the Closing Date. Seller shall give written notice of any objection to such statement thereto within twenty (20) business days after receipt of such statement, detailing the reason for such objection and stating the amount of Seller's the proposed final allocation and prorationproration and/or Account Receivable Amount, as applicable. If a timely objection is made and the parties cannot reach agreement within thirty (30) days after receipt of the objection as to the amount of the final allocation and prorationproration and/or Account Receivable Amount, as applicable, the matter shall be referred to the Canton, Ohio office of Ernst & Young, Young LLP (the "Independent Auditor") to resolve the matter, whose decision will be final ------------------- and binding on the parties, and whose fees and expenses shall be borne by Buyer and Seller in accordance with the following: each party shall pay an amount equal to the sum of all fees and expenses of the Independent Auditor on a proportional basis taking into account the amount of the net allocation and proration proposed by each of Buyer and Seller and the amount of the final allocation and proration determined by the Independent Auditor (for example, if Buyer proposed a payment of $10 to Seller, Seller proposed a payment of $100, and the Independent Auditor proposed a payment of $30, Buyer would pay 20/90ths of the Independent Auditor's fees and Seller would pay 70/90ths of those fees based on the $90 in dispute between the parties). For the purposes of this Agreement, "business day" shall mean any day other than a Saturday, a Sunday or ------------ a day on which banking institutions in Canton, Ohio are not required to be open.taking

Allocations and Prorations. 3.3.1 Subject to the terms and conditions of the Time Brokerage Agreement, the business and the operations The operation of the Stations and the income and expenses attributable thereto through 12:01 a.m. 11:59 p.m. on the Closing Date (the "Effective Time") shall be for the account of Seller Sellers and thereafter shall be for -------------- the account of Buyer. Expenses for goods and services received both before and after the Effective Time, utilities charges, ad valorem, real estate, property and other Taxes taxes (other than income Taxestaxes, which shall be Seller's Sellers' sole responsibility for all taxable periods ending prior to and including the Effective TimeClosing Date, and those Taxes taxes arising from the sale and transfer of the Stations Assets, which, in the case of transfer and other similar Taxes, which shall be paid as set forth in Section 15.213.2), income and expenses under the ------------ Contracts (other than Trade Agreements), prepaid expenses, music and other license fees (including any retroactive adjustments thereof), wages, salaries, and other employee benefit expenses (whether such wages, salaries or benefits are current or deferred expenses) (including, without limitation, liabilities accrued up to the Effective Time for bonuses, commissions, vacation pay, payroll taxes, workers' compensation and social security taxes) and rents and similar prepaid and deferred items shall be prorated between Seller Sellers and Buyer in accordance with the foregoing. Notwithstanding the foregoing, no proration shall be made with respect to (i) severance or sick leave with respect to any employee or (ii) any prepaid expense or other deferred item unless Buyer will receive a benefit in respect of such prepayment or deferral after the Effective Time. For purposes of this Section 3.3.1, ad valorem and other real ------------- estate Taxes taxes shall be apportioned on the basis of the Taxes taxes assessed for the most recently-completed calendar year, with a reapportionment as promptly as practicable after the Tax tax rates and real property valuations for the calendar year in which the Closing occurs can be ascertained. Notwithstanding anything In addition, Buyer shall be entitled to a credit in this Section 3.3.1 proration process for the amount of any taxes (or other governmental charges) that are due and payable by Sellers, but are being contested by Sellers in good faith in appropriate proceedings and are secured by Liens on the Stations Assets that have not been removed as of or before the Closing (but once such amounts are finally determined, Buyer shall use such credit to remove such liens and return to Sellers the contraryexcess of (i) the amount of such credit minus (ii) the amount of ----- such taxes or other governmental charges as finally determined, no proration will be made hereunder with ------------- respect or Sellers shall pay to any item accounted for pursuant to Section 3.1(bBuyer the deficiency, as appropriate). --------------. 3.3.2 Allocation and proration of the items set forth in Section Subsection 3.3.1 ------------- above shall be made by Buyer and a statement thereof shall be given to Seller Sellers within thirty (30) days after the Closing Date. Seller Sellers shall give written notice of any objection to such statement thereto within twenty (20) business days after receipt delivery of such statement, detailing the reason for such objection and stating the amount of Seller's the proposed final allocation and proration. If a timely objection is made and the parties cannot reach agreement within thirty (30) days after receipt of the objection as to the amount of the final allocation and proration, the matter shall be referred to the CantonArthur Andersen, Ohio office of Ernst & Young, LLP L.L.P. (the "Independent Auditor") to resolve the matterxxxxxx, whose decision xxxxx xecision will be final ------------------- and binding on the parties, and whose fees and expenses shall be borne by Buyer and Seller Sellers in accordance with the following: each party shall pay an amount equal to the sum of all fees and expenses of the Independent Auditor on a proportional basis taking into account the amount of the net allocation and proration proposed by each of Buyer and Seller Sellers and the amount of the final allocation and proration determined by the Independent Auditor (for example, if Buyer proposed a payment of $10 to SellerSellers, Seller Sellers proposed a payment of $100, and the Independent Auditor proposed a payment of $30, Buyer would pay 20/90ths of the Independent Auditor's fees and Seller Sellers would pay 70/90ths of those fees based on the $90 in dispute between the parties). For the purposes of this Agreement, "business day" shall mean any day other than a Saturday, a Sunday or ------------ a day on which banking institutions in Canton, Ohio are not required to be open.

Allocations and Prorations. 3.3.1 Subject to the terms and conditions of the Time Brokerage Agreement, the The business and the operations of the Stations and the income and expenses attributable thereto through 12:01 a.m. 11:59 p.m. on the Closing Date (the "Effective Time") shall be for the account of Seller and thereafter shall be for -------------- the account of Buyer. Expenses for goods and services received both before and after the Effective Time, utilities charges, ad valorem, real estate, property and other Taxes (other than income Taxes, which shall be Seller's sole responsibility for all taxable periods ending prior to and including the Effective Time, and those Taxes arising from the sale and transfer of the Stations Station Assets, which, in the case of transfer and other similar simile Taxes, shall be paid as set forth in Section 15.214.2), income and expenses under the ------------ Contracts (other than Trade Agreements), prepaid expenses, music and other license fees (including any retroactive adjustments thereof), wages, salaries, and other employee benefit expenses (whether such wages, salaries or benefits are current or deferred expenses, including, without limitation, liabilities accrued up to the Effective Time for bonuses, commissions, vacation pay, payroll Taxes, workers' compensation and social security Taxes) and rents and similar prepaid and deferred items shall be prorated between Seller and Buyer in accordance with the foregoing. Notwithstanding the foregoing, no proration shall be made with respect to (a) severance or sick leave with respect to any employee on or prior to the Closing or (b) any prepaid expense or other deferred item unless Buyer will receive a benefit in respect of such prepayment or deferral after the Effective Time. For purposes of this Section 3.3.1, ad valorem and other real ------------- estate Taxes shall be apportioned on the basis of the Taxes assessed for the most recently-recently completed calendar year, with a reapportionment as promptly as practicable after the Tax rates and real property valuations for the calendar year in which the Closing occurs can be ascertained. Notwithstanding anything In addition, Buyer shall be entitled to a credit, if any, in this Section 3.3.1 proration process for the amount of any Taxes (or other governmental charges) that are due and payable by Seller, but are being contested by Seller in good faith in appropriate proceedings and are secured by Liens, if any, on the Station Assets and such Liens have not been removed on or prior to the contraryClosing (but once such amounts are finally determined, no proration will be made hereunder with ------------- respect Buyer shall use such credit to any item accounted for pursuant remove such Liens and return to Section 3.1(bSeller the excess of (i) the amount of such credit minus (ii) the amount of such Taxes or other governmental charges as finally determined, or Seller shall pay to Buyer the deficiency, as appropriate). --------------. 3.3.2 Allocation and proration of the items set forth in Section Subsection 3.3.1 ------------- shall be made by Buyer and a statement thereof shall be given to Seller within thirty (30) days after the Closing Date. Seller shall give written notice of any objection to such statement thereto within twenty (20) business days after receipt delivery of such statement, detailing the reason for such objection and stating the amount of Seller's proposed final allocation and proration. If a timely objection is made and the parties cannot reach agreement within thirty (30) days after receipt of the objection as to the amount of the final allocation and proration, the matter shall be referred to the CantonPrice Waterhouse Coopers, Ohio office of Ernst & Young, LLP L.L.P. (the "Independent Auditor") to resolve the matter, whose decision will be final ------------------- and binding on the parties, and whose fees and expenses shall be borne by Buyer and Seller in accordance with the following: each party shall pay an amount equal to the sum of all fees and expenses of the Independent Auditor on a proportional basis taking into account the amount of the net allocation and proration proposed by each of Buyer and Seller and the amount of the final allocation and proration determined by the Independent Auditor (for example, if Buyer proposed a payment of $10 to Seller, Seller proposed a payment of $100, and the Independent Auditor proposed a payment of $30, Buyer would pay 20/90ths of the Independent Auditor's fees and Seller would pay 70/90ths of those fees based on the $90 in dispute between the parties). For Within five business days following a final determination hereunder, the purposes of this Agreement, "business day" shall mean any day other than a Saturday, a Sunday or ------------ a day on which banking institutions in Canton, Ohio are not required party obligated to make payment will make the payments determined to be opendue and owing in accordance with this Section 3.3. 3.3.3 All prorations shall be made in a manner that does not affect the economic arrangements set out in the parties' Time Brokerage Agreement ("TBA"). The prorations for any and all Contracts shall be calculated as of 12:01 a.m. on the TBA Commencement Date. The TBA Commencement Date shall be August 1, 2000.

Allocations and Prorations. 3.3.1 Subject to the terms and conditions (i) The operation of the Time Brokerage Agreement, the business and the operations of the Stations Station and the income and expenses attributable thereto through 12:01 a.m. 11:59 p.m. on the day prior to the Closing Date (the "Effective Time") shall be for the account of Seller and thereafter shall be for -------------- the account of Buyer. Expenses for goods and services received both before and after the Effective Time, utilities charges, ad valorem, real estate, property and other Taxes taxes (other than income Taxestaxes, which shall be Seller's sole responsibility for all taxable periods ending prior to and including the Effective Time, and those Taxes taxes arising from the sale and transfer of the Stations Station Assets, which, in the case of transfer and other similar Taxes, which shall be paid as set forth in Section 15.213.2), income and expenses under the ------------ Contracts (other than Trade Agreements), prepaid expenses, music and other license fees (including any retroactive adjustments thereof), wages, salaries, and other employee benefit expenses (whether such wages, salaries or benefits are current or deferred expenses) (including, without limitation, liabilities accrued up to the Effective Time for bonuses, commissions, vacation pay, payroll taxes, workers' compensation and social security taxes) and rents and similar prepaid and deferred items shall be prorated between Seller and Buyer using generally accepted accounting principles in the United States in accordance with the foregoing. Notwithstanding the foregoing, no proration shall be made with respect to (a) severance or sick leave with respect to any employee or (b) any prepaid expense or other deferred item unless Buyer will receive a benefit in respect of such prepayment or deferral after the Effective Time. . (ii) For purposes of this Section 3.3.1, ad valorem and other real ------------- estate Taxes taxes shall be apportioned on the basis of the Taxes taxes assessed for the most recently-recently- completed calendar year, with a reapportionment as promptly as practicable after the Tax tax rates and real property valuations for the calendar year in which the Closing occurs can be ascertained. Notwithstanding anything In addition, Buyer shall be entitled to a credit in this Section 3.3.1 proration process for the amount of any taxes (or other governmental charges) that are due and payable by Seller, but are being contested by Seller in good faith in appropriate proceedings and are secured by Liens on the Station Assets that have not been removed as of or before the Closing (but once such amounts are finally determined, Buyer shall use such credit to remove such liens and return to Seller the excess of (a) the amount of such credit minus (b) the amount of such taxes or other governmental charges as ----- finally determined, or Seller shall pay to Buyer the deficiency, as appropriate). (iii) To the extent that the aggregate liability of the Station at the Closing for unperformed time under the Trade Agreement (the "Trade Liabilities") exceeds by $25,000 the value of the goods and services to be received by the Station or Buyer after the Closing under the Trade Agreements (the "Trade Receivables"), the Purchase Price payable at Closing shall be reduced by the amount over $25,000 by which the Trade Liabilities exceed the Trade Receivables (the "Trade Imbalance"). No adjustment to the contrary, no proration will Purchase Price shall be made hereunder with ------------- respect if the Trade Imbalance is less than or equal to any item accounted for pursuant to Section 3.1(b). --------------$25,000. 3.3.2 Allocation and proration of the items set forth in Section Subsection 3.3.1 ------------- above shall be made by Buyer and a statement thereof shall be given to Seller within thirty (30) days after the Closing Date. Seller shall give written notice of any objection to such statement within twenty (20) business days after receipt of such statement, detailing the reason for such objection and stating the amount of Seller's proposed final allocation and proration. If a timely objection is made and the parties cannot reach agreement within thirty (30) days after receipt of the objection as to the amount of the final allocation and proration, the matter shall be referred to the Canton, Ohio office of Ernst & Young, LLP (the "Independent Auditor") to resolve the matter, whose decision will be final ------------------- and binding on the parties, and whose fees and expenses shall be borne by Buyer and Seller in accordance with the following: each party shall pay an amount equal to the sum of all fees and expenses of the Independent Auditor on a proportional basis taking into account the amount of the net allocation and proration proposed by each of Buyer and Seller and the amount of the final allocation and proration determined by the Independent Auditor (for example, if Buyer proposed a payment of $10 to Seller, Seller proposed a payment of $100, and the Independent Auditor proposed a payment of $30, Buyer would pay 20/90ths of the Independent Auditor's fees and Seller would pay 70/90ths of those fees based on the $90 in dispute between the parties). For the purposes of this Agreement, "business day" shall mean any day other than a Saturday, a Sunday or ------------ a day on which banking institutions in Canton, Ohio are not required to be open.Closing

Allocations and Prorations. 3.3.1 Subject to the terms and conditions of the Time Brokerage Agreement, the business and the operations The operation of the Stations and the income and expenses attributable thereto through 12:01 a.m. 11:59 p.m. on the Closing Date (the "Effective Time") shall be for the account of Seller and thereafter shall be for -------------- the account of Buyer. Expenses for goods and services received both before and after the Effective Time, utilities charges, ad valorem, real estate, property and other Taxes taxes (other than income Taxestaxes, which shall be Seller's sole responsibility for all taxable periods ending prior to and including the Effective TimeClosing Date, and those Taxes taxes arising from the sale and transfer of the Stations Station Assets, which, in the case of transfer and other similar Taxes, which shall be paid as set forth in Section 15.213.2), income and expenses under the ------------ Contracts (other than Trade Agreements), prepaid expenses, music and other license fees (including any retroactive adjustments thereof), wages, salaries, and other employee benefit expenses (whether such wages, salaries or benefits are current or deferred expenses) (including, without limitation, liabilities accrued up to the Effective Time for bonuses, commissions, vacation pay, payroll taxes, workers' compensation and social security taxes) and rents and similar prepaid and deferred items shall be prorated between Seller and Buyer in accordance with the foregoing. Notwithstanding the foregoing, no proration shall be made with respect to (i) severance or sick leave with respect to any employee or (ii) any prepaid expense or other deferred item unless Buyer will receive a benefit in respect of such prepayment or deferral after the Effective Time. For purposes of this Section 3.3.1, ad valorem and other real ------------- estate Taxes taxes shall be apportioned on the basis of the Taxes taxes assessed for the most recently-completed calendar year, with a reapportionment as promptly as practicable after the Tax tax rates and real property valuations for the calendar year in which the Closing occurs can be ascertained. Notwithstanding anything In addition, Buyer shall be entitled to a credit in this Section 3.3.1 proration process for the amount of any taxes (or other governmental charges) that are due and payable by Seller, but are being contested by Seller in good faith in appropriate proceedings and are secured by Liens on the Station Assets that have not been removed as of or before the Closing (but once such amounts are finally determined, Buyer shall use such credit to remove such liens and return to the contraryexcess of (i) the amount of such credit minus (ii) the amount of such taxes or other governmental charges as ----- finally determined, no proration will be made hereunder with ------------- respect or Seller shall pay to any item accounted for pursuant to Section 3.1(bBuyer the deficiency, as appropriate). --------------. 3.3.2 Allocation and proration of the items set forth in Section Subsection 3.3.1 ------------- above shall be made by Buyer and a statement thereof shall be given to Seller within thirty (30) days after the Closing Date. Seller shall give written notice of any objection to such statement thereto within twenty (20) business days after receipt delivery of such statement, detailing the reason for such objection and stating the amount of Seller's the proposed final allocation and proration. If a timely objection is made and the parties cannot reach agreement within thirty (30) days after receipt of the objection as to the amount of the final allocation and proration, the matter shall be referred to the CantonXxxxxx Xxxxxxxx, Ohio office of Ernst & Young, LLP L.L.P. (the "Independent Auditor") to resolve the matter, whose decision will be final ------------------- and binding on the parties, and whose fees and expenses shall be borne by Buyer and Seller in accordance with the following: each party shall pay an amount equal to the sum of all fees and expenses of the Independent Auditor on a proportional basis taking into account the amount of the net allocation and proration proposed by each of Buyer and Seller and the amount of the final allocation and proration determined by the Independent Auditor (for example, if Buyer proposed a payment of $10 to Seller, Seller proposed a payment of $100, and the Independent Auditor proposed a payment of $30, Buyer would pay 20/90ths of the Independent Auditor's fees and Seller would pay 70/90ths of those fees based on the $90 in dispute between the parties). For Within five business days following a final determination hereunder, the purposes of this Agreement, "business day" shall mean any day other than a Saturday, a Sunday or ------------ a day on which banking institutions in Canton, Ohio are not required party obligated to make payment will make the payments determined to be opendue and owing in accordance with this Section 3.3 3.3.3 In addition to the adjustments made pursuant to Sections 3.3.1 and 3.3.2, the Purchase Price shall be increased as follows: (i) At Closing, Seller shall deliver to Buyer a detailed statement of Seller's accounts receivable from the Station's operations through the Closing Date (the "Receivables Statement"). The Receivables Statement shall identify accounts receivable by customer name and by amount owed, and shall segregate accounts receivable outstanding for more than 120 days from accounts receivable outstanding for 120 days or less. The Receivables Statement shall be certified as complete and correct by Seller's Chief Financial Officer. (ii) The Purchase Price shall be increased by an amount that is 0.85 times the total amount of Seller's accounts receivables that have been outstanding for 120 days or less, as indicated on the Receivables Statement. (iii) The amounts due Seller under this Section 3.3.3 shall be paid within five (5) business days after Buyer's receipt of the Receivables Statement.

Allocations and Prorations. 3.3.1 Subject to the terms and conditions Buyer's obligations under Section 2.1 hereof, any operation of the Time Brokerage Agreement, the business and the operations of the Stations Station and the income and expenses attributable thereto through 12:01 a.m. 11:59 p.m. on the Closing Date (the "Effective Time") shall be for the account of Seller and thereafter shall be for -------------- the account of Buyer. Expenses for goods and services received both before and after the Effective Time, utilities charges, ad valorem, real estate, property and other Taxes taxes (other than income Taxestaxes, which shall be Seller's sole responsibility for all taxable periods ending prior to and including the Effective TimeClosing Date, and those Taxes taxes arising from the sale and transfer of the Stations Station Assets, which, in the case of transfer and other similar Taxes, which shall be paid as set forth in Section 15.213.2), income and expenses under the ------------ Contracts (other than Trade Agreements)Contracts, prepaid expenses, music and other license fees (including any retroactive adjustments thereof), wages, salaries, and other employee benefit expenses (whether such wages, salaries or benefits are current or deferred expenses) (including, without limitation, liabilities accrued up to the Effective Time for bonuses, commissions, vacation pay, payroll taxes, workers' compensation and social security taxes) and rents and similar prepaid and deferred items shall be prorated between Seller and Buyer in accordance with the foregoing. Notwithstanding the foregoing, no proration shall be made with respect to (i) severance or sick leave with respect to any employee or (ii) any prepaid expense or other deferred item unless Buyer will receive a benefit in respect of such prepayment or deferral after the Effective Time. For purposes of this Section 3.3.13.2.1, ad valorem and other real ------------- estate Taxes taxes shall be apportioned on the basis of the Taxes taxes assessed for the most recently-completed calendar year, with a reapportionment as promptly as practicable after the Tax tax rates and real property valuations for the calendar year in which the Closing occurs can be ascertained. Notwithstanding anything In addition, Buyer shall be entitled to a credit in this Section 3.3.1 proration process for the amount of any taxes (or other governmental charges) that are due and payable by Seller, but are being contested by Seller in good faith in appropriate proceedings and are secured by Liens (as hereinafter defined) on the Station Assets that have not been removed as of or before the Closing (but once such amounts are finally determined, Buyer shall use such credit to remove such Liens and return to Seller the contraryexcess of (i) the amount of such credit minus (ii) the ----- amount of such taxes or other governmental charges as finally determined, no proration will be made hereunder with ------------- respect or Seller shall pay to any item accounted for pursuant to Section 3.1(bBuyer the deficiency, as appropriate). --------------. 3.3.2 Allocation and proration of the items set forth in Section 3.3.1 ------------- Subsection 3.2.1 above shall be made by Buyer and a statement thereof shall be given to Seller within thirty (30) days after the Closing Date. Seller shall give written notice of any objection to such statement thereto within twenty (20) business days after receipt delivery of such statement, detailing the reason for such objection and stating the amount of Seller's the proposed final allocation and proration. If a timely objection is made and the parties cannot reach agreement within thirty (30) days after receipt of the objection as to the amount of the final allocation and proration, the matter shall be referred to the CantonXxxxxx Xxxxxxxx, Ohio office of Ernst & Young, LLP L.L.P. (the "Independent AuditorIndependentAuditor") to resolve the matter, whose decision will be final ------------------- and binding on the parties, and whose fees and expenses shall be borne by Buyer and Seller in accordance with the following: each party shall pay an amount equal to the sum of all fees and expenses of the Independent Auditor on a proportional basis taking into account the amount of the net allocation and proration proposed by each of Buyer and Seller and the amount of the final allocation and proration determined by the Independent Auditor (for example, if Buyer proposed a payment of $10 to Seller, Seller proposed a payment of $100, and the Independent Auditor proposed a payment of $30, Buyer would pay 20/90ths of the Independent Auditor's fees and Seller would pay 70/90ths of those fees based on the $90 in dispute between the parties). For the purposes of this Agreement, "business day" shall mean any day other than a Saturday, a Sunday or ------------ a day on which banking institutions in Canton, Ohio are not required to be open.